Background

Enter Another Dimension Pty Ltd (EAD) is a privately owned company limited by guarantee. EAD is committed to responsible corporate governance, including ensuring that appropriate processes are in place to avoid and manage conflicts of interest.

Accordingly, the management has endorsed this Conflicts of Interest Policy to support the Code of Business Conduct and EAD’s compliance and governance framework.

Purpose of this policy

The purpose of this Policy is to:

  • protect the integrity of the decision -making processes within EAD;
  • by avoiding ethical, legal, financial or other conflicts of interest;
  • set out the requirements that all EAD directors, officers, employees, consultants and contractors ( Employees for the purpose of this Policy ) must comply with in order to avoid actual, potential or perceived conflicts of interest. References in this Policy to EAD include its related entities provide guidance for dealing with any conflicts of interest in an open and transparent way;
  • give all shareholders confidence in EAD’s decision -making processes; and
  • protect the reputation of EAD and its Employees.

Source of legal obligations

The sources of legal obligations behind this Policy include the:

  • Corporations Act 2001(Cth) (Australia), which prescribes the duties of directors that are appropriate for avoiding conflicts of interest
  • Competition and Consumer Act 2010 (Cth) (Australia), which prohibits misleading and deceptive conduct, and
  • Criminal Code 1995 (Cth) (Australia), which prohibits payment of bribes and secret commissions

Employees’ obligation to avoid Conflicts of Interest

Employees must avoid conflicts between the interests of EAD on the one hand, and their own personal, professional or financial interests on the other hand. In this Policy, the term “interest” means either:

  • material (or pecuniary) interests, where financial advantage, disadvantage or other benefits accrue; or
  • non-material (or non-pecuniary) interests such as personal, family, social, sporting or cultural affiliations that may be advantaged or otherwise by a decision or action.

In an effort to avoid conflicts of interest, all Employees must comply with the following obligations:

  • Employees must exercise their powers and discharge their duties to EAD (Duties):
  • with care and diligence;
  • in good faith;
  • in the best interests of EAD;
  • for a proper purpose; and
  • by disclosing, and not voting on, deciding or otherwise influencing matters involving material personal interests.

All persons involved in the processing of applications under the CASA Instrument of Delegation must complete a Conflict of Interest Declaration:

  • prior to being engaged by EAD;
  • at least annually thereafter; and
  • at any time that there is a change to their circumstances in relation to conflict of interest.

Employees must not:

  • not improperly use their position or information obtained from their position to gain an advantage (or avoid disadvantage) for themselves or another person or an associated entity.

Employees must that:

  • appropriate disclosure of conflicts of interest occurs so that, where required, shareholders may consider the impact of any conflicts of interest before making investment decisions.
  • when discharging their Duties, they do not cause EAD to breach any laws including prohibiting misleading and deceptive conduct and the benefiting from secret commissions.
  • when discharging their Duties, they do not cause EAD to breach its contractual responsibilities to avoid conflicts of interest; and
  • when discharging their Duties, they do not cause EAD to breach its Constitution

Specific disclosure of Conflicts of Interest by Employees

Employees who have an interest in a matter being considered, or is about to be considered, must disclose to the Director, the nature of the interest as soon as possible when relevant facts are known. The disclosure should include:

  • details of the nature and extent of the interest held by the Employee
  • the proposed method of dealing with the conflict
  • whether it is possible to avoid the conflict, and
  • Whether it is an arm’s length transaction.

Employee guidelines for managing a Conflict of Interest

If a conflict of interest cannot be avoided, it must be managed using the guidelines detailed below:

Employees who have a conflict of interest will restrict their involvement, or have it restricted, in a particular activity or process to the extent of the conflict of interest, including:

  • abstaining from voting on, making or influencing decisions or proposals;
  • withdrawing from discussion of affected proposals;
  • access restricted to information; and/or
  • access denied to sensitive documents or confidential information.

When an Employee abstains from voting or leaves the room to avoid being placed in a conflict of interest in a meeting, the absence of that person shall be recorded in the minutes of meeting.

  • in cases of ongoing serious conflicts of interest, it may be in the interests of all parties for the Employee to be removed from involvement in the area of activity as long as the conflict persists; and
  • in certain circumstances, resignation from a position with EAD may be necessary.

Escalation of a suspected Conflict of Interest

If any person has reason to believe that the conduct of an Employee is or may be perceived to be in conflict with the interests of EAD, that person must notify the Director, who will document the conflict in the Conflicts of Interest Register and the procedure to control the conflict.

Where the conflict of interest notified to the Director is material will document the all decisions made in relation to the matter and any procedure invoked to control the conflict, if applicable.

The Director will consider the information to determine how to proceed with the proposed

transaction. The Director may take external legal advice in determining his course of action.

Where it is decided that the conflict has such a serious impact on EAD, that it cannot be

adequately managed by acting at arms length, the Director may decide that the transaction not proceed in the manner proposed.

Where the Director decides that the transaction may proceed, it may then be carried out in accordance with usual operational procedures.

Consequences for a breach of the Policy

An instance when an Employee fails to disclose potential or actual conflicts of interest may lead to an allegation of misconduct. Some breaches may result in additional legal proceedings being taken by EAD.

Sanctions will be determined in accordance with the circumstances in question and may include the use of disciplinary procedures, civil action or reporting of actions to relevant authorities that may result in the laying of criminal charges.

Victimisation of an individual as a result of disclosure of an actual or potential perceived conflict of interest is not tolerated and may lead to an allegation of misconduct.

Retaining business records

EAD will maintain records of conflicts identified in relation to EAD and actions taken in accordance with this Policy for at least 5 years, or longer if required by applicable law.